CHAPTER 51. INSIDER TRADING IN DOMESTIC INSURER SECURITIES

The term "equity security" when used in this chapter means any stock or similar security or any security convertible, with or without consideration, into such a security or carrying any warrant or right to subscribe to or purchase such a security, or any such warrant or right, or any other security which the Commissioner deems to be of similar nature and considers necessary or appropriate, by such rules and regulations as the Commissioner may prescribe in the public interest or for the protection of investors, to treat as an equity security.

Every person who is directly or indirectly the beneficial owner of more than 10 percent of any class of any equity security of a domestic stock insurer or who is a director or an officer of such insurer shall file with the Commissioner within 10 days after such person becomes such beneficial owner, director or officer a statement, in such form as the Commissioner may prescribe, of the amount of all equity securities of such insurer of which such person is the beneficial owner and, within 10 days after the close of each calendar month thereafter if there has been a change in such ownership during such month, shall file with the Commissioner a statement, in such form as the Commissioner may prescribe, indicating such person's ownership at the close of the calendar month and such changes in such person's ownership as have occurred during such calendar month.

(a) For the purpose of preventing the unfair use of information which may have been obtained by such beneficial owner, director or officer by reason of such person's relationship to such insurer, any profit realized by such person from any purchase and sale or any sale and purchase of any equity security of such insurer within any period of less than 6 months, unless such security was acquired in good faith in connection with a debt previously contracted, shall inure to and be recoverable by the insurer, irrespective of any intention on the part of such beneficial owner, director or officer in entering into such transaction of holding the security purchased or of not repurchasing the security sold for a period exceeding 6 months.

(b) Suit to recover such profit may be instituted in any court of competent jurisdiction by the insurer or by the owner of any security of the insurer in the name and in behalf of the insurer if the insurer shall fail or refuse to bring such suit within 60 days after request or shall fail diligently to prosecute the same thereafter, but no such suit shall be brought more than 2 years after the date such profit was realized.

(c) This section shall not be construed to cover any transaction where such beneficial owner was not such both at the time of the purchase and sale or the sale and purchase of the security involved or any transaction or transactions which the Commissioner by rules and regulations may exempt as not comprehended within the purpose of this section.

No such beneficial owner, director or officer, directly or indirectly, shall sell any equity security of such insurer if the person selling the security or principal:

(1) Does not own the security sold; or

(2) If owning the security does not deliver it against such sale within 20 days thereafter or does not within 5 days after such sale deposit it in the mails or other usual channels of transportation; but no person shall be deemed to have violated this section if such person proves that, notwithstanding the exercise of good faith, was unable to make such delivery or deposit within such time, or that to do so would cause undue inconvenience or expense.

(a) Section 5104 of this title shall not apply to any purchase and sale and § 5105 of this title shall not apply to any sale, of an equity security of a domestic stock insurer not then or theretofore held by such insurer in an investment account by a dealer in the ordinary course of business and incident to the establishment or maintenance by such dealer of a primary or secondary market (otherwise than on an exchange as defined in the Securities Exchange Act of 1934 [15 U.S.C. § 78a et seq.]) for such security.

(b) The Commissioner may, by such rules and regulations as the Commissioner deems necessary or appropriate in the public interest, define and prescribe terms and conditions with respect to securities held in an investment account and transactions made in the ordinary course of business and incident to the establishment or maintenance of a primary or secondary market.

Sections 5103, 5104 and 5105 of this title shall not apply to foreign or domestic arbitrage transactions unless made in contravention of such rules and regulations as the Commissioner may adopt in order to carry out the purposes of this chapter.

Sections 5103, 5104 and 5105 of this title shall not apply to equity securities of a domestic stock insurer if:

(1) Such securities shall be registered or shall be required to be registered, pursuant to § 12 of the Securities Exchange Act of 1934, as amended [15 U.S.C. § 78l]; or if

(2) Such domestic stock insurer shall not have any class of its equity securities held of record by 100 or more persons on the last business day of the year next preceding the year in which equity securities of the insurer would be subject to the provisions of §§ 5103, 5104 and 5105 of this title except for the provisions of this clause.

The Commissioner may make such rules and regulations as may be necessary for the execution of the functions vested in the Commissioner by this chapter and may for such purpose classify domestic stock insurers, securities and other persons or matters within the Commissioner's jurisdiction. No provision of §§ 5103, 5104 and 5105 of this title imposing any liability shall apply to any act done or omitted in good faith in conformity with any rule or regulation of the Commissioner, notwithstanding that such rule or regulation may, after such act or omission, be amended or rescinded or determined by judicial or other authority to be invalid for any reason.